BUSiPAY a Busifund Application

BUSiPAY Website and Platform Usage Steps

BUSiPAY Website inputs to be requested of User

[Full Name]

[User’s Dealer Issued Email Address]

KS note: The User’s Dealer Issued Email Address is the key input which verifies the User’s identity, and associates them with a Dealer who has signed a Dealer Master Deed

User agrees to BUSiPAY Terms of Usage

KS note:

The BUSiPAY Terms of Usage are to be presented to the User on the BUSiPAY Platform, but only when a valid User Dealer Issued Email Address is input by the User.
The terms must be agreed to by the placing of a tick in the checkbox. They only need to be agreed to once during the entire user product experience.
Variables in square brackets and highlighted in Green to be taken from User inputs above, or information already existing on the BUSiPAY Platform, ie the relevant Dealer and the Dealer Address.
The User will receive an email invitation to the website. The User will be asked to enter their Dealer assigned email as their Username. The User will then be prompted to create a Password. The User will then log-in and gain access only when the User has ticked the box agreeing to BUSiPAY’s Terms of Usage.
As the BUSiPAY Terms of Usage contain the User’s consent to the disclosure of information to BUSiPAY in favour of the Dealer, BUSiPAY cannot access this information until the User has agreed to the BUSiPAY Terms of Usage.
A copy of the BUSiPAY Terms of Usage should be sent to the User’s Dealer Issued Email Address together with confirmation of the username and password.

BUSiPAY Pty Ltd ACN xxx xxx xxx (BUSiPAY) offers to enter into an agreement with [Full Name] of c/- [Dealer Address] (You) on the terms below (BUSiPAY Terms of Usage).

You warrant and represent that all information entered by You onto the BUSiPAY Website is true and correct, and You acknowledge that BUSiPAY is relying on that representation.
By making an Advance Request, You warrant and represent that You are unconditionally owed each Entitlement by the Dealer, and You acknowledge that BUSiPAY is relying on that representation.
By making an Advance Request, You irrevocably offer to assign to BUSiPAY unconditionally and absolutely each Entitlement and each of the Assigned Rights for the Advance Amount on the Assignment Date.
BUSiPAY may accept your Advance Request by sending You a Confirmation Notice.
Upon receipt by You of a Confirmation Notice from BUSiPAY, each Entitlement and each of the Assigned Rights will be absolutely and unconditionally assigned by You to BUSiPAY.
The Advance Amount will be paid by BUSiPAY to You by electronic funds transfer to your Nominated Account within two Business Days following the Assignment Date.
With effect from the Assignment Date, You cease to have any rights and benefits in respect of an Entitlement or each of the Assigned Rights, including the right to make any Claim in respect of an Entitlement or each of the Assigned Rights, and BUSiPAY will have all rights and benefits in respect of an Entitlement and each of the Assigned Rights to which You would have been entitled but for the assignment. You will have no further recourse to the Dealer for the payment of an Entitlement which has been assigned to BUSiPAY.
You and BUSiPAY will give notice of the assignment of an Entitlement and each of the Assigned Rights to the Dealer and agree that this notice will be automatically generated by the BUSiPAY Platform and sent to the Dealer on BUSiPAY’s and Your behalf on the Assignment Date.
You consent to the Dealer disclosing the Entitlement Information to BUSiPAY, and agree that this consent will be given to the Dealer by way of an electronic notification sent to the Dealer when You agree to the BUSiPAY Terms of Usage.
You acknowledge that BUSiPAY has access to Your confidential information through Your inputting it into the BUSiPAY Website or the BUSiPAY Platform and also to the Entitlement Information and You agree that BUSiPAY may use that information for all purposes in connection with this Agreement, and in connection with it enforcing its rights and benefits in respect of an Entitlement and each of the Assigned Rights against the Dealer.
Conditional upon the receipt by You of payment of the Advance Amount from BUSiPAY, You release and forever discharge BUSiPAY from all actions, proceedings, rights, Claims, demands, Liabilities, costs and expenses, wherever and however directly or indirectly arising, known or unknown, arising out of, connected to, or relating in any way to this Agreement or Your usage of the BUSiPAY Website or the BUSiPAY Platform, to the fullest extent permitted by law.
You agree, at Your own expense, on the request of BUSiPAY, to do everything reasonably necessary for the purposes of or to give effect to this Agreement and the transactions contemplated by it (including the execution of documents if required) and to use all reasonable endeavours to cause relevant third parties to do likewise.
You agree that BUSiPAY may send all notices to You for the purposes of this Agreement by email to Your Dealer Issued Email Address. You must send any notices to BUSiPAY under this Agreement to the BUSiPAY Email Address.
This Agreement and the transactions contemplated by this Agreement are governed by and are to be construed in accordance with the laws applicable in New South Wales.
Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New South Wales and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.

Definitions

Advance Amount means the amount of an Entitlement or cumulative Entitlements, less the Service Fee, which net amount is disclosed to You on the BUSiPAY Platform.

Advance Request means an offer made by You to BUSiPAY under clause 3 of the BUSiPAY Terms of Usage by clicking the “Request Advance” button on the BUSiPAY Platform when prompted to do so.

Agreement means the agreement between You and BUSiPAY consisting of the BUSiPAY Terms of Usage.

Assigned Rights means all rights and interests of You (whether legal or equitable) in connection with an Entitlement.

Assignment Date means the date that BUSiPAY sends you the Confirmation Notice.

Business Day means a day which is not a Saturday, Sunday or bank or public holiday in New South Wales.

BUSiPAY Email Address means [TBA].

BUSiPAY Platform means the BUSiPAY Website and the user portal accessible by approved users and dealers via the BUSiPAY Website to access the BUSiPAY Product, and the software that administers the use of the portal and the BUSiPAY Product, as controlled by BUSiPAY.

BUSiPAY Product means the facility operated through the BUSiPAY Platform for a user to assign an Entitlement to BUSiPAY for an upfront cash payment.

BUSiPAY Website means the website operated by BUSiPAY and located at the URL address https://busipay.com.au.

Claim includes any claim, demand, proceeding, suit, litigation, action or cause of action in contract, tort, under statute or otherwise.

Confirmation Notice means the notice sent to You by BUSiPAY by email to Your Dealer Issued Email Address confirming that BUSiPAY has accepted your Advance Request.

Dealer means [Name of Dealer].

Employer Withholding Amount means the amount that the Dealer notifies to BUSiPAY that the Dealer must withhold from the amount owing to You in respect of an Entitlement in connection with the Dealer’s withholding tax obligations to the Australian Taxation Office, as disclosed to You on the BUSiPAY Platform.

[KS note: The information provided to BUSiPAY from the Dealer Management System must specify whether withholding tax is payable by the Dealer on the relevant Entitlement so BUSiPAY can deduct this from the amount to be advanced to the User. The Entitlement will only be recoverable by BUSiPAY from the Dealer net of withholding tax]

Entitlement means any entitlement payable to You by the Dealer, net of any Employer Withholding Amount, which has been notified to You on the BUSiPAY Platform.

Entitlement Information means all information in connection with Your Entitlements to which the Dealer has access, including, but not limited to, Your name, address, bank account and other contact details, each Entitlement owing to You by the Dealer, and the relevant vehicle identifier in connection with an Entitlement.

Liability means all liabilities (whether actual, prospective or contingent), Loss, damages, costs and expenses of any description.

Loss means any loss, damage, Liability, cost, diminution in value or deficiency of any kind or character which a party pays, suffers, incurs or is liable for.

Nominated Account means the account that the Dealer utilises to make payments to You, the details of which You have previously provided to the Dealer, unless otherwise agreed with BUSiPAY.

Parties mean each party to this Agreement and Party means any one of them.

Service Fee means the amount which BUSiPAY will deduct from the amount of an Entitlement, as disclosed to You on the BUSiPAY Platform.

Your Dealer Issued Email Address means [User’s Dealer Issued Email Address].

You must tick the box below agreeing to the BUSiPAY Terms of Usage to use the BUSiPAY Product. An email confirming Your username, password, and a copy of the BUSiPAY Terms of Usage will be sent to Your Dealer Issued Email Address.

□ You acknowledge and agree that the placement of a tick by You in this box constitutes your electronic signature. You consent to giving your signature by this method, and by doing so You accept BUSiPAY’s offer to enter into the Agreement with You, and to be bound in accordance with the BUSiPAY Terms of Usage. You further agree that by clicking on the “Request Advance” tab at any time when prompted to do so by the BUSiPAY Platform You will be making an Advance Request under clause 3 of the BUSiPAY Terms of Usage.

Disclosure Consent Notice is sent to Dealer

[KS note: To be sent to Dealer’s Email address nominated in the Dealer Master Deed when the User ticks the checkbox agreeing to the BUSiPAY Terms of Usage. This occurs only once, at the User’s first login]

[Date]

Dear Sir / Madam,

This is an Electronic Consent Notification sent under the Dealer Master Deed between BUSiPAY Pty Ltd and [Dealer] (Dealer Master Deed) confirming that [Full Name] has provided his or her consent to the disclosure by [Dealer] to BUSiPAY of the Entitlement Information as defined in the Dealer Master Deed.

Kind Regards

BUSiPAY

BUSiPAY obtains User’s Entitlement Information from Dealer Management System and ensures necessary data is populated in BUSiPAY Platform. That Platform continues to be populated as new data (ie further Entitlements) becomes available
BUSiPAY sends username, password and a copy of BUSiPAY Terms of Usage to User
User accesses BUSiPAY Platform using username and password provided
The BUSiPAY Platform displays the currently available Entitlements and the Advance Amount, and also displays the Terms of Usage if requested by User (Terms of usage will have been agreed on initial login. Therefore, the Terms of Usage just need to be available for review by the User as and when required)
The User presses the “Request Advance” button
Confirmation Notice is sent to by the BUSiPAY Platform to the User

[KS note: To be sent to User’s Dealer Issued Email Address]

[Date]

Dear [Full Name],

This is a Confirmation Notice issued under the BUSiPAY Terms of Usage. Capitalised terms have the meanings defined in the BUSiPAY Terms of Usage.

BUSiPAY has accepted your Advance Request and will deposit the amount of [Advance Amount] into your Nominated Account in accordance with the BUSiPAY Terms of Usage.

The following Entitlements have been assigned to BUSiPAY today, [Date] in accordance with the BUSiPAY Terms of Usage:

[Entitlements to be listed]

The attached notice [Notice of Assignment to Employer Dealer (below) to be attached] has been sent to [Dealer].

Kind Regards

BUSiPAY

Notice of Assignment is sent to the Dealer

[KS note: To be sent to Dealer’s email address nominated in the Dealer Master Deed concurrently with the sending of the Confirmation Notice to the User]

[Date]

Dear Sir / Madam,

BUSiPAY Pty Ltd ACN xxx xxx xxx (BUSiPAY) and [Full Name] hereby give notice to [Dealer] that [Full Name] has assigned the following Entitlements and the Assigned Rights as defined in your Dealer Master Deed with BUSiPAY (Dealer Master Deed) to BUSiPAY:

[Entitlements to be listed]

Under clause 6(a) of the Dealer Master Deed, these Entitlements are payable to BUSiPAY on [insert date].

Kind Regards

BUSiPAY

AND

[Full Name]